Sec Form 13G Filing - Brookfield OCM Holdings LLC filing for ACRES Commercial Realty Corp. (ACR) - 2023-02-14

NAME OF REPORTING PERSON

BAM Partners Trust

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐

(b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Ontario, Canada

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

392,000 (1)

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

392,000 (1)

SHARED DISPOSITIVE POWER

0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

392,000 (1)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.2%

TYPE OF REPORTING PERSON

OO

NAME OF ISSUER:

ACRES Commercial Realty Corp.

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

390 RXR Plaza, Uniondale, New York 11556

< b>NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS OFFICE; AND CITIZENSHIP.

This Schedule 13G/A is filed jointly by each of the following persons (collectively, the “Reporting Persons”) pursuant to a joint filing agreement attached hereto as Exhibit 1:

Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., a Delaware limited partnership, in its capacity as the direct owner of warrants exercisable for 392,000 Shares, exercisable immediately at an exercise price calculated in accordance with the terms of the warrant. 

Oaktree Fund GP, LLC, a Delaware limited liability company, in its capacity as the general partner of Oaktree GC Super Fund GP, L.P. and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.; 

Oaktree Fund GP I, L.P., a Delaware limited partnership, in its capacity as the managing member of Oaktree Fund GP, LLC. 

Oaktree Capital I, L.P., a Delaware limited partnership, in its capacity as the general partner of Oaktree Fund GP I, L.P 

OCM Holdings I, LLC, a Delaware limited liability company, in its capacity as the general partner of Oaktree Capital I, L.P 

Oaktree Holdings, LLC, a Delaware limited liability company, in its capacity as the managing member of OCM Holdings I, LLC 

Oaktree Capital Group, LLC, a Delaware limited liability company, in its capacity as the managing member of Oaktree Holdings, LLC 

Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company, in its capacity as the indirect owner of the class B units of OCG;

Brookfield Corporation (f/k/a Brookfield Asset Management Inc.), an Ontario corporation, in its capacity as the indirect owner of the class A units of OCG. 

BAM Partners Trust a trust formed under the laws of Ontario, in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield Corporation.

TITLE OF CLASS OF SECURITIES:

Common Stock, $0.001 par value per share (the “Shares”)

CUSIP NUMBER:

76120WAC8

The responses of the Reporting Persons to Rows 5-9 and 11 in each of their respective cover pages to this Schedule 13G/A are incorporated herein by reference.

Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. holds an aggregate of 392,000 Shares, consisting of warrants to purchase 392,000 Shares exercisable immediately at an exercise price calculated in accordance with the terms of the warrant, constituting approximately 4.2% of the total issued and outstanding Shares and has the sole power to vote and dispose of such Shares.

Oaktree Fund GP, LLC, in its capacity as the general partner of Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., has the ability to direct the management of the business of Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., including the power to vote and dispose of securities held by Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.; therefore, Oaktree Fund GP, LLC may be deemed to beneficially own the Shares issuable upon conversion of the warrants held by Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.

Oaktree Fund GP I, L.P., in its capacity as the managing member of Oaktree Fund GP, LLC., has the ability to direct the management of Oaktree Fund GP, LLC’s business, including the power to direct the decisions of Oaktree Fund GP, LLC regarding the vote and disposition of securities held by Oaktree GC Super Fund, L.P. and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.; therefore, Oaktree Fund GP I, L.P. may be deemed to have indirect beneficial ownership of the Shares held by Oaktree GC Super Fund, L.P. and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.

Oaktree Capital I, L.P. in its capacity as the general partner of Oaktree Fund GP I, L.P., has the ability to direct the management of Oaktree Fund GP I, L.P. including the power to direct the decisions of Oaktree Fund GP I, L.P. regarding the vote and disposition of securities held by Oaktree GC Super Fund, L.P. and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.; therefore, Oaktree Capital I, L.P. may be deemed to have indirect beneficial ownership of the Shares held by Oaktree GC Super Fund, L.P. and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.

OCM Holdings I, LLC, in its capacity as the general partner of Oaktree Capital I, L.P., has the ability to direct the management of Oaktree Capital I, L.P.’s business, including the power to direct the decisions of Oaktree Capital I, L.P. regarding the vote and disposition of securities held by Oaktree GC Super Fund, L.P. and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.; therefore, OCM Holdings I, LLC may be deemed to have indirect beneficial ownership of the Shares held by Oaktree GC Super Fund, L.P. and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.

Oaktree Holdings, LLC, in its capacity as the managing member of OCM Holdings I, LLC, has the ability to direct the management of OCM Holdings I, LLC’s business, including the power to direct the decisions of OCM Holdings I, LLC regarding the vote and disposition of securities held by Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.; therefore, Oaktree Holdings,

LLC may be deemed to have indirect beneficial ownership of the Shares held by Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.

Oaktree Capital Group, LLC, in its capacity as the managing member of Oaktree Holdings, LLC, has the ability to direct the management of the business of Oaktree Holdings, LLC, including with regard to the voting and disposition of securities held by Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.; therefore, Oaktree Capital Group, LLC may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.

Oaktree Capital Group Holdings GP, LLC, in its capacity as the indirect owner of the class B units of Oaktree Capital Group, LLC, has the ability to appoint and remove certain directors of Oaktree Capital Group, LLC and, as such, may indirectly control the decisions of Oaktree Capital Group, LLC regarding the vote and disposition of securities held by Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.; therefore, Oaktree Capital Group Holdings GP, LLC may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree Opportunities Fund Xb Holdings (Delaware), L.P..

Brookfield Corporation (f/k/a Brookfield Asset Management Inc.), in its capacity as the indirect owner of the class A units of Oaktree Capital Group, LLC has the ability to appoint and remove certain directors of Oaktree Capital Group, LLC and, as such, may indirectly control the decisions of Oaktree Capital Group, LLC regarding the vote and disposition of securities held by Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.; therefore, Brookfield Corporation may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.

BAM Partners Trust, in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield Corporation has the ability to appoint and remove certain directors of Brookfield Corporation and, as such, may indirectly control the decisions of Brookfield Corporation regarding the vote and disposition of securities held by Oaktree Global Credit Holdings (Delaware), L.P., Oaktree (Lux.) III - Oaktree Global Credit Fund, the Managed Funds, Oaktree GC Super Fund, L.P. and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.; therefore, BAM Partners Trust may be deemed to beneficially own the Shares issuable upon conversion of the Notes held by Oaktree Global Credit Holdings (Delaware), L.P., Oaktree (Lux.) III - Oaktree Global Credit Fund, the Managed Funds, Oaktree GC Super Fund, L.P. and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.

All calculations of percentage ownership in this Schedule 13G/A below the Ownership Cap are based on an aggregate of 9,150,571 Shares outstanding comprised of (i) 8,758,571 Shares outstanding as of November 4, 2022, as reported by the Issuer on its Form 10-Q, and (ii) an aggregate principal amount of 392,000 warrants to purchase Shares held by the Reporting Person exercisable immediately at an exercise price calculated in accordance with the terms of the warrant. Statements of Shares received upon conversion of Notes by one or more Reporting Persons do not take into account Shares received upon any other conversions of Notes by other Reporting Persons.

Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons declare that filing this Statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement except to the extent of such person’s pecuniary interest in the Shares, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.

OAKTREE OPPORTUNITIES FUND XB

HOLDINGS (DELAWARE), L.P.

OAKTREE CAPITAL GROUP, LLC

BROOKFIELD CORPORATION

OAKTREE OPPORTUNITIES FUND XB

HOLDINGS (DELAWARE), L.P.

OAKTREE CAPITAL GROUP, LLC

BROOKFIELD CORPORATION